VirtualHR Manager - Express Subscription Form

Subscription Options

Terms and Conditions

In consideration of the mutual obligations specified in this Terms and Conditions, the parties agree to the following:

Services. Client has agreed to a subscription of VirtualHR Manager - Express providing Client with 2 hours per month of access to email and phone HR support from Melita. Services tracked in 15 minute increments. Services are not intended to provide legal advice. It should not be considered a legal opinion as to which laws apply or as to how any law applies to a particular situation. Companies or individuals should seek advice of counsel with regards to their particular situation.

Payment for Services. Invoices will be submitted to the Client (unless Client pays online) and each invoice will be due upon receipt of such invoices. Melita may assess Client a late fee of 1.5% per month (not to exceed the maximum allowed under state law) on all balances not paid within fifteen (15) days after the due date. Client agrees to pay any and all costs incurred in the collection of charges due and payable, including reasonable attorneys' fees, whether or not a suit is instituted. Melita, at its option, may suspend the services, in whole or in part, if Melita does not receive an amount due and owing under this Agreement within thirty (30) days after the due date. A Conversion Fee is payable, if the Client or any affiliate hires or engages any Melita Consultant, whether directly or indirectly, within six (6) months following the termination of the Melita Consultant's services to the Client under this Agreement. The Conversion Fee shall be equal to 20% of the annual base salary (not including any sign-on bonus, bonus potential or commission targets) paid by Client to the Melita Consultant at the time they are hired. Fees for services outside of VirtualHR Manager - Express will be agreed upon by both Melita and Client.

Ownership of Work Product. Client agrees that any and all ideas, developments, discoveries, improvements, inventions and works of authorship (collectively referred to as "Technology") conceived, written, created or first reduced to practice in the performance of work under this Agreement by Melita or Melita Consultants, together with all intellectual property rights relating thereto (hereafter referred to as "Work Product") shall be the sole and exclusive property of Melita.

Indemnification and Liability. In its performance of this Agreement, the Client will indemnify, defend and hold harmless Melita and Melita's affiliates, directors, officers, employees and agents from and against any and all claims, damages, expenses, costs (including reasonable attorney's fees) and liabilities arising from any third party claims, actions, investigations or proceedings relating to or arising from or in connection with this Agreement, that result or are alleged to result from any negligent act or omission, breach of contract, violation of applicable laws or regulations or willful misconduct by (a) the Client or its directors, officers, employees and agents. Neither party will be liable to the other, for any reason, for any consequential, incidental, special or indirect damages (including loss of profits or business opportunities) regardless of whether such indemnifying party has been advised of or is aware that such damages have been or may be incurred.

Confidentiality. While Melita and/or any Melita Consultant are providing services to the Client under the terms of this Agreement and thereafter, Melita and/or any Melita Consultant agree (a) not to use any Confidential Information except as necessary to perform services under this Agreement, and (b) not to disclose any Confidential Information to others without the express prior written permission of the Client.

Entire Agreement and Termination. This Agreement shall become effective upon execution by the parties. This Agreement reflects the entire understanding between the parties hereto and supersedes any and all other agreements or understandings (written or oral) between Melita and the Client. Any modifications, amendments or changes to this Agreement must be in writing and signed by both parties. Either party may terminate this Agreement with thirty (30) days prior written notice. Melita shall issue a final invoice representing all remaining time for which Statement of Services have not issued, and Client shall pay Melita for any remaining Statement of Services.

General Terms. Both parties agree to comply with all applicable federal, state and local laws regarding fair employment practices. Melita is an independent contractor, not a joint employer or agent of the Client. Company shall not be entitled to assign this Agreement or any of its rights hereunder, nor delegate any of its obligations hereunder, without the prior written consent of Melita. Any attempted assignment or delegation in violation of this Section shall be a breach of this Agreement and be null and void and of no force or effect. The invalidity or unenforceability of any provision of this Agreement, or any terms thereof, shall not affect the validity of this Agreement as a whole, which shall at all times remain in full force and effect. The respective rights and obligations of the Parties under those provisions that by their nature should survive shall survive termination hereof and shall remain in full force and effect. This Agreement is governed by California law other than its choice of laws principles.